U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 18, 2004
TIDELANDS OIL & GAS CORPORATION
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(Exact Name of registrant as specified in its Charter)
Nevada 0-29613 66-0549380
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State of Incorporation Commission File No. I.R.S. Employer
Identification No.
1862 West Bitters Rd. San Antonio, TX 78248
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 210 ) 764 - 8642
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(Registrant's former name and address)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions below:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240-14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On October 13, 2004, we sold Four Million (4,000,000) Tidelands Oil &
Gas common shares to ACH Securities, S.A., a company domiciled in Geneva,
Switzerland, for Two Million ($2,000,000) Dollars.
On October 14, 2004, in connection with the ACH Securities transaction,
we issued Margaux Investment Management Group, S.A. common stock warrants to
purchase One Million (1,000,000) Tidelands Oil & Gas common shares for Fifty
($0.50) Cents per share.
We discounted the price of this common stock from our quoted price on
the OTC Electronic Bulletin Board because these securities are restricted from
public resale absent registration with the Securities and Exchange Commission or
an exemption from the registration requirements.
We have agreed to provide both ACH Securities and Margaux Investment
Management Group with piggy-back registration rights on these securities. It
should be noted that Carl Hessel, a company director, is a partner in Margaux
Investment Management Group, S.A. and, as such he has an indirect financial
interest in the common stock warrants.
We relied on Section 4(2) and Regulation S as the securities
transaction exemption afforded by the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TIDELANDS OIL & GAS CORPORATION
Dated: October 18, 2004
/s/James B. Smith
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By: James B. Smith
Title: Vice President